DGAP-DD: CONSUS Real Estate AG english
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
29.11.2018 / 18:39
The issuer is solely responsible for the content of this announcement.1. Details of the person discharging managerial responsibilities / person closely associated
Name and legal form: Maurus Capital Management GmbH
2. Reason for the notification
a) Position / status
Person closely associated with: Title: First name: Andreas Last name(s): Steyer Position: Member of the managing body
b) Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
CONSUS Real Estate AG
4. Details of the transaction(s)
a) Description of the financial instrument, type of instrument, identification code
Type: Share ISIN: DE000A2DA414
b) Nature of the transaction
c) Price(s) and volume(s)
Price(s) Volume(s) 7.62 EUR 3810.00 EUR
d) Aggregated information
Price Aggregated volume 7.62 EUR 3810.00 EUR
e) Date of the transaction
f) Place of the transaction
Name: Quotrix MIC: XQTX
Language: English Company: CONSUS Real Estate AG Kurfürstendamm 188-189 10707 Berlin Germany Internet: www.consus.ag
End of News DGAP News Service
Consus Real Estate AG signs forward sale agreement for EUR241m, achieves development milestones in Frankfurt and Leipzig and breaks ground for prefabrication factory
Consus signs forward sale agreement for EUR241m, achieves development milestones in Frankfurt and Leipzig and breaks ground for prefabrication factory
Berlin, 15 November 2018 – Consus Real Estate AG (“Consus”, ISIN DE000A2DA414) announces the signing of a forward sale for CG’s ‘quartier’ development project ‘Cologneo I’ in Cologne to a well-known institutional investor for EUR241m. Furthermore, Consus Group achieves major development milestones for project and ‘quartier’ developments with a gross development volume (GDV) of EUR430m that have already been largely forward sold to institutional investors. In addition, Consus Group celebrated the ground-breaking ceremony for the EMC concrete prefabrication factory producing construction elements in partnership for up to 2,000 residential units per year.
Successful forward sale in Cologne with additional margin upside
The forward sales agreement for one of Consus’ largest development projects has successfully been signed. A well-known institutional investor has acquired the ‘Cologneo I’ quartier development for an expected EUR241m with an additional upside of up to EUR36m (+15%) if rents above current market rent will be achieved. The recently started construction works will finish by 2022. The total GDV for the project amounts to c. EUR380m and has a net floor area of 90,000 sqm. With the signing of the agreement, 62% of the project has been contractually secured. The remaining part of the ‘quartier’ development is in advanced negotiations.
Successful ground-braking for Kaiserlei project between Frankfurt am Main and Offenbach
On a plot area of 36,500 sqm, the development project Kaiserlei will create a new trend-setting quartier with a modern flair for living, working and leisure activities, including a public swimming pool. Consus, through its subsidiary CG Gruppe AG, acquired the area two years ago and initiated the revitalisation. The entire Kaiserlei Quartier and its various components represent a GDV of around EUR409m. A large part of the project was placed with a well-known German pension fund at the end of 2017 as part of the VauVau transaction and by way of a forward sale for EUR218m. In the course of this year, another major section is expected to be placed with an institutional investor for c. EUR65m. The new quartier is expected to be completed by 2022. The landmarks of the development are the 19- and 22-storey office buildings, formerly part of Siemens’ power plant division, which will be completely refurbished according to the vertical village concept under the VauVau Apartments brand. These will be flanked by three new 6- and 7-floor buildings. The generously designed open spaces between the buildings offer green areas and playgrounds for residents to enjoy. In addition, the ‘quartier’ is setting new ecological standards through ‘green technology’. A large-scale geothermal system will be built directly under the construction site to supply energy.
Topping-out Ceremony in Leipzig
For the Residenz am Waldplatz in Leipzig, located at the Friedrich-Ebert-Str., Consus celebrated the completion of the construction shell with all project participants. The letting process and the completion of the construction is expected to be completed in 2019. With the strong demand for residential space and benefit for the overall layout, the commercial space was largely removed. The development has a GDV of EUR20m and has already been placed with an institutional investor as part of a forward sale.
The architects homuth + partner designed four houses alongside the street as well as two rear-facing solitaire houses with a total of 74 rental apartments with the intention to break the classic floor plans and enable living on different levels.
Consus sets new construction standards
Consus, through its subsidiary CG, is the key business partner for the European Modular Constructions GmbH (EMC) and together, celebrated the ground-breaking for one Europe’s largest prefabrication factory for construction elements in Erfurt. In line with an industry 4.0 standard, the EMC factory manufactures ready-to-install wall and ceiling elements. These elements, which incorporate robot-constructed pipe system installations, will in future be directly assembled at the construction site. After its production start in 2020, the plant will produce components for c. 2,000 residential units per year.
Christoph Gröner, member of the extended management board of Consus and CEO of CG Gruppe AG, says: “Our group focuses strongly on the digitalisation of development and construction processes especially for the residential segment. Our aim is to reduce construction costs and timeframes significantly but at the same time keep quality standards at the same level. At the same we include green technology such as carbon-neutral heating for our projects such as the Kaiserlei-Quartier that results in reduced CO2 emissions by 70% thus saving tons of CO2 emissions in the future.”
Andreas Steyer, CEO of Consus, adds: “Technological innovation, faster construction timelines and continuous forward sales of development projects and quartiers such as the Cologneo I, Kaiserlei and Residence in Leipzig lie at the heart of our operations and underline the strengths of our unique business model. With the development of residential space for the middle income segment, we continue to develop highly sought-after investment products”.
Consus Real Estate AG
Corporate Finance & Investor Relations
Consus Real Estate AG
Consus Real Estate AG (“Consus”) a leading German property developer with c. EUR10bn in properties under development. The focus of the Company’s business activities lies on residential property in Germany’s top nine economic cities. Consus specialises in the development of entire neighbourhoods (‘quartiers’) and standardised flats. The use of forward sales to institutional investors, the digitalisation of construction processes and industrial series production allow the Company to operate along the entire property development value chain. Consus implements projects – from the planning phase through to construction and transfer of ownership, as well as property management and the associated services – via its subsidiaries CG and SSN. Consus Real Estate AG’s shares are listed in the Scale segment of Deutsche Börse AG and m:access segment of the Munich Stock Exchange and are traded on XETRA in Frankfurt, among others.
Consus Real Estate AG to strengthen position as Germany’s largest property developer through acquisition of SSN Group
Consus to strengthen position as Germany’s largest property developer through acquisition of SSN Group
– Acquisition increases gross development volume to c. EUR10bn and strengthens focus on the highly sought after residential segment
– Ideal addition for Consus through complementary business models, strong development projects and opportunities in digitalisation and mass production
– Meaningful construction economies of scale realizable with 2.1m sqm currently under planning and construction until 2026
– Founders of SSN Group to join Consus Extended Management Board
Berlin, 7 November 2018 – Consus Real Estate AG (‘Consus‘, ISIN DE000A2DA414) announces the acquisition of SSN Group AG. Management Board and Supervisory Board resolved today to acquire 93.4% of the shares in SSN Group AG (‘SSN‘) through a combination of cash and shares, valuing SSN at an implied enterprise value of c. EUR 1.1bn. Through this acquisition, Consus will significantly increase its gross development volume (GDV) from EUR6.2bn to EUR9.6bn as well as the overall number of projects from 53 to 65.
Andreas Steyer, CEO of Consus, said: “With the acquisition of SSN we are significantly strengthening our position as Germany’s largest property developer with a GDV of almost EUR10bn, focussing on the highly sought after residential segment. The fragmented development market in Germany provides for significant growth opportunities. Consus will play a leading role to further build out the first fully integrated listed German development platform.” Michael Tockweiler, CEO of SSN Group AG, adds: “We are delighted to be joining forces with Consus. The acquisition gives us an excellent access to financing and allows us to continue to build on our strong financial base. This creates exciting growth potential for the entire SSN Group.”
The transaction will be funded via a mix of cash and shares. The 93.4% majority stake in SSN Group will be acquired for a total consideration of EUR255m in cash. Simultaneously, Consus will separately acquire 38.9% in SG Development GmbH, a 51% subsidiary of SSN Group, which holds nine out of twelve development projects, as well as a 43% stake in an SSN landmark development in the centre of Berlin from Consus’ majority shareholder Aggregate Deutschland S.A, for a total consideration of EUR215m against issuance of new shares in Consus at a price of EUR8.0 per share.
The purchase price will be financed by cash on balance and a EUR250m acquisition facility from J.P. Morgan subject to customary drawdown conditions. J.P. Morgan acts as financial advisor to Consus and provider of the acquisition financing. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft assessed the financial appropriateness of the purchase prices within the meaning of the standard “Principles for the Preparation of Fairness Opinions (IDW S 8)” published by the Institute of Public Auditors in Germany e.V. (IDW).
The transaction is expected to be completed within the fourth quarter of 2018.
Combining two highly complementary development platforms
SSN’s GDV amounts to EUR3.4bn and consists of 12 projects focussed on Germany’s top-9-cities, including key cities such as Berlin, Hamburg and Frankfurt. The properties and ‘quartiers’ consist of residential (71%), commercial (26%) and other (3%) segments. Similarly to Consus, SSN focuses on forward sales to institutional investors, which comprise the majority of its GDV, and the development of large city ‘quartiers’, such as the Holsten quartier in Hamburg and the Vaihingen Campus in Stuttgart. Through the acquisition of SSN, Consus will be adding an additional EUR1.9bn of ‘quartier’ developments to its overall GDV (c. 43% of the combined GDV are ‘quartier’ developments). 35% of the GDV of SSN focuses on Stuttgart and Munich in the economically strong cities of the federal states of Baden-Württemberg and Bavaria. The existing development projects of SSN are highly complementary to Consus’ GDV and increase the GDV in this region significantly from EUR0.5bn to EUR2.1bn. With the acquisition of SSN, Consus’ net floor area currently under construction or planning phase exceeds 2.1m sqm in the coming years. Within that, Consus’ focus is on the development of residential space, with a share of c. 60% of the total GDV.
Meaningful synergies from digitalization and mass-production of building components
The combination of two integrated development platforms is expected to generate meaningful synergies. Continuous revenue streams from additional projects and significant increases in forward sales volumes and cash flows will result in an optimized development revenue in the short to mid-term while at the same time a decrease in costs in the medium term is expected due to improved and more efficient financing, centralized planning, risk management, purchasing and digitalization as well as lower administration costs. In the long-term, the planned use of serial production facilities and prefabrication of building parts will enable Consus to develop properties 20% faster while materially reducing the construction and development costs of the entire group.
Management of the combined group
SSN founders Michael Tockweiler and Theo Gorens will join the Extended Management Board of Consus and contribute to the execution of the group’s overall targets together with Andreas Steyer, CEO of Consus, Benjamin Lee, CFO of Consus, as well as the Management Board members of CG Gruppe AG, Christoph Gröner and Jürgen Kutz. CG Gruppe and SSN, the operational subsidiaries of Consus will be run as two separate platforms to maintain the entrepreneurial drive and exploit existing successful structures and management. Collaboration across both platforms in the areas of sourcing, acquisition and marketing will be driven by the extended management board. Consus will provide group financing, including the capital market access, improved by this transaction, as well as the group-wide strategy implementation, controlling and digitalization of planning and construction processes.
Outlook and guidance
Consus expects the acquisition to strengthen its market position in the fragmented property developer segment in Germany and further establish the listed real estate development segment on the German capital market.
In the course of the takeover of SSN, Consus raises the mid-term target forecast and expects an EBIT pre-PPA in 2020 of EUR450m, an increase of c. 50% over the previous estimate of EUR300m. Net debt to EBIT pre-PPA target ratio is forecasted at around 3.0x in 2020, falling below 3.0x in 2021.
A detailed presentation on the acquisition of SSN is available at https://www.consus.ag/EN/investors/financial_reports#slide1
Invitation to a conference call on 7 November2018
The Management Board of CONSUS Real Estate AG, CEO Andreas Steyer and CFO Benjamin Lee, invites to a conference call at 4pm (CET).
Register for dial-in: https://webcast.meetyoo.de/reg/KG0cLcSnfHsA
Belgium: +32 2 808 98 88
Germany: +49 89 200039051
Austria: +43 1 3865463
Switzerland: +41 43 550 14 51
UK: +44 20 3872 0883
USA: +1 516-269-8981
Jürgen Herres, Feldhoff & Cie.
+49 176 607 38 682
Sabine Morgenthal, Brunswick Group
+49 174 325 888 6
Felix Morlock, Brunswick Group
+49 173 8780702
CONSUS Real Estate AG
Corporate Finance & Investor Relations
+49 69 588 099 44690
About CONSUS Real Estate AG
CONSUS Real Estate AG (“CONSUS”), based in Berlin, Germany, with its subsidiary CG Gruppe AG, is a leading developer of residential real estate properties in the country’s Top 9 cities. With a gross development value of EUR6.2bn CONSUS focuses on the construction of standardised apartment blocks. CONSUS acts along the entire development value chain with institutional forward sales, digitalisation of construction processes and industrial mass production. The shares of CONSUS are listed in the Scale Segment of Deutsche Börse AG and in the m:access segment of the open market (Freiverkehr) of the Munich Stock Exchange (Börse München), and are traded via XETRA in Frankfurt.
About SSN Group
As an independent group of companies, SSN Group has been a real estate property developer with a focus on German cities and Switzerland since its foundation in 2004. Currently, the SSN Group develops a gross development volume of EUR3.4bn. With its subsidiaries, the well positioned SSN Group ensures the high quality of all real estate products and services. The SSN Group offers the complete value-adding chain from planning, execution and handover to real estate management and associated related services. The SSN Group is headquartered in Zug, Switzerland, and employs c. 200 people. The SSN Group and its teams have completed and successfully initiated projects worth over EUR7.5bn.
Consus Real Estate AG acquires SSN Group AG
Berlin, 7 November 2018 – Today, the Management Board and the Supervisory Board of Consus Real Estate AG (‘Consus‘) have resolved to acquire 93.4% of the shares of SSN Group AG (‘SSN‘), one of the leading real estate developers in Germany, from its two shareholders. SSN holds 51.0% of the shares in SG Development GmbH, which holds nine out of twelve of the SSN development projects. As part of the transaction, Consus will also acquire additional 38.9% of the shares in SG Development GmbH as well as a 43% stake in an SSN development project in Berlin from Aggregate Deutschland S.A., Consus’ majority shareholder by way of an capital increase against contribution in kind. The aggregated purchase price for the transaction, including the contribution in kind, amounts to EUR470m, valuing SSN at an implied enterprise value of c. EUR1.1bn.
With this transaction, Consus significantly increases its gross development volume (GDV) from EUR6.2bn to EUR9.6bn as well the number of development projects from 53 to 65. Besides the growth in GDV, Consus expects to capitalize on synergies through a group-wide digitalisation of the planning and construction processes as well as through the implementation of mass production of certain building parts.
The cash component of the purchase price will be financed by cash on balance and a EUR250m acquisition facility from J.P. Morgan subject to customary drawdown conditions. J.P. Morgan acted as financial advisor to Consus and provider of the acquisition financing. The closing of the transaction is expected to occur within the fourth quarter of 2018.
Consus Real Estate AG
Corporate Finance & Investor Relations